Press Room
October 30, 2014
Mitsubishi Corporation
Mitsubishi Corporation Announces Completion of Voluntary Offer for Cermaq ASA
Reference is made to the press release dated 22 September 2014 regarding the voluntary cash tender offer (the “Offer”) for shares (the “Shares”) of Cermaq ASA (the “Company”) made by MC Ocean Holdings Limited (the “Offeror”), a UK private limited liability company directly owned by Mitsubishi Corporation (“MC”), as well as to the announcements of 21, 23 and 27 October regarding the results of the Offer.
Settlement of the Offer was completed today. Following settlement, the Offeror owns 85,242,850 Shares representing approximately 92.16% of the shares and votes in the Company.
The Offeror intends to initiate a compulsory acquisition of the remaining Shares of the Company not owned by the Offeror in accordance with applicable laws, and to propose that the Company apply for a delisting of the Shares from the Oslo Stock Exchange. It is expected that a compulsory acquisition of the remaining Shares of the Company will be effectuated early November in 2014.
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The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. MC and the Offeror do not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This information is subject to the disclosure requirements set out in section 6-19 of the Norwegian Securities Trading Act.
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Notice to US Holders
The Offer is being made in the United States pursuant to an exemption from certain requirements of the United States federal tender offer rules as provided by Rule 14d-1(c) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") and is subject only to certain provisions of Section 14(e) and Regulation 14E thereunder and certain other applicable laws. The Offer is being made for the securities of a Norwegian company whose shares are listed on the Oslo Stock Exchange and is subject to Norwegian disclosure requirements, which are different from those of the United States. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under United States domestic tender offer procedures and law.
The receipt of cash pursuant to the Offer by a US shareholder may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each shareholder is urged to consult his independent professional adviser regarding the tax consequences of acceptance of the Offer.
It may be difficult for US shareholders to enforce their rights and any claim arising out of the US federal securities laws, since the Offeror is located in a non-US country, and some or all of its officers and directors may be residents of a non-US country. US shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, although US holders are not waiving their rights under US federal laws by accepting the Offer it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.
Forward-Looking Statements
This press release contains a number of forward-looking statements. Words and variations of words, such as "will," "intend," "expect," and similar expressions are intended to identify forward-looking statements, including those regarding the expected timing and terms of the Offer. These statements speak only as of the date of this press release and are based on the Offeror's current plans and expectations, and they involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to changes in financial markets, economic, political or regulatory conditions or other trends affecting the global fish farming, food and consumer products industries and other industries in which MC and the Company operate, and changes in facts and circumstances and other uncertainties concerning the completion of the Offer. Further information about these matters can be found in the offer document and in other public filings of MC and the Company available via the online information system of the Oslo Stock Exchange (www.newsweb.no). Except as required by applicable law or regulation, MC and the Company do not undertake any obligation to update forward-looking statements to reflect future events or circumstances.
Inquiry Recipient
Mitsubishi CorporationTelephone:+81-3-3210-2171 / Facsimile:+81-3-5252-7705
